Sections 307, 308 and 309 of Companies Act 2013: Omitted Voluntary Winding Up Provisions

Sections 307, 308 and 309 originally dealt with publication of a resolution for voluntary winding up, commencement of voluntary winding up and the effect of voluntary winding up. These provisions are no longer operative. They were omitted with effect from 15 November 2016 by section 255 read with the Eleventh Schedule to the Insolvency and Bankruptcy Code, 2016.

Legal status of Sections 307, 308 and 309

Section 307 - Publication of resolution to wind up voluntarily

Section 307 formed part of the former voluntary winding up framework under the Companies Act, 2013. The section concerned publication of the resolution for voluntary winding up. It was omitted by section 255 and the Eleventh Schedule to the Insolvency and Bankruptcy Code, 2016 with effect from 15 November 2016.

Section 308 - Commencement of voluntary winding up

Section 308 dealt with the point at which voluntary winding up commenced under the former Companies Act framework. This section was also omitted with effect from 15 November 2016. Under the present insolvency framework, the commencement of a qualifying voluntary liquidation is dealt with by section 59 of the Insolvency and Bankruptcy Code, 2016 and the applicable IBBI regulations.

Section 309 - Effect of voluntary winding up

Section 309 dealt with the legal effect of voluntary winding up after commencement. It ceased to operate after its omission with effect from 15 November 2016. The rights, duties, procedure and consequences relevant to present-day voluntary liquidation must therefore be examined under the Insolvency and Bankruptcy Code, 2016 and the regulations made under it.

What replaced the Companies Act voluntary winding up provisions?

Part II relating to voluntary winding up in Chapter XX of the Companies Act, 2013 was omitted as part of the shift to the insolvency regime under the Insolvency and Bankruptcy Code, 2016. For a corporate person proposing voluntary liquidation, section 59 of the Code provides the principal statutory framework.

Broadly, section 59 applies where a corporate person intends to liquidate voluntarily and satisfies the statutory conditions. For a company, the process includes a declaration by the required majority of directors concerning its debts and the absence of an intent to defraud, followed by the prescribed members' resolution and appointment of an insolvency professional as liquidator. Where the corporate person owes debt, the creditor approval required by section 59 must also be obtained.

The detailed procedure is contained in the IBBI (Voluntary Liquidation Process) Regulations, 2017. The regulations address matters including initiation, public announcement, claims, realization and distribution of assets, reporting, completion of the process and related procedural requirements. Users should consult the latest amended regulations for the current procedure and forms.

Official legal resources

• Ministry of Corporate Affairs - Companies Act, 2013
• Insolvency and Bankruptcy Board of India - Updated Regulations
• Insolvency and Bankruptcy Board of India - Circulars

Key takeaway

Sections 307, 308 and 309 of the Companies Act, 2013 should be read only as omitted historical provisions. For a current voluntary liquidation, the applicable law must be determined primarily by section 59 of the Insolvency and Bankruptcy Code, 2016 and the latest IBBI (Voluntary Liquidation Process) Regulations, 2017.

Last reviewed: 17 September 2026. This page is for general legal information and should be read with the latest statutory text, rules, regulations, notifications and applicable judicial decisions.